Louisiana Oil Refining Company v. Rainwater , 183 Ark. 482 ( 1931 )

STATEMENT OF FACTS.

This is an action by a creditor of a domestic corporation to recover judgment under our statute against its president and secretary for a debt which was contracted during the period when such president and secretary failed to file the annual statement showing the condition of the corporation.

According to the allegations of the complaint, between October 8 and December 11, 1929, it sold and delivered to the Rainwater-McCarthy Motor Company merchandise in the sum of $464.21, and that there is now due and unpaid the sum of $460.27, that the Rainwater-McCarthy Motor Company was duly organized under the laws of the State of Arkansas on or about the 13th day of October, 1928, and was operated as an Arkansas corporation at its place of business in the city of Little Rock until about the 14th day of December, 1929, when it was dissolved, that during all this time Loid Rainwater was president and J. E. McCarthy was secretary of the corporation, and they failed to file their annual report of said corporation with the county clerk of Pulaski County as required by law.

Judgment by default was rendered against J. E. McCarthy. Loid Rainwater answered and denied liability, claiming that the defendant corporation was incorporated under the provisions of act 250 of the Acts of 1927, which repealed the section of the Digest under which the suit was instituted. Plaintiff demurred to the answer of Loid Rainwater, and the demurrer was overruled by the court. Plaintiff declined to plead further, and its complaint was dismissed by the court. The case is here on appeal. (after stating the facts). Section 1715 of Crawford Moses' Digest is 12 of the art of April 12, 1869, which provides for the formation and regulation of business corporations. It provides that the president and secretary of every corporation organized under the provisions of the act shall annually make a certificate showing the condition of the affairs of the corporation in the manner provided in the section. Section 1726, which was a part of the act of May 6, 1909, provides that if the president or secretary of any such corporation shall neglect, fail or refuse to comply with the provisions of 1715, he shall be liable to an action founded on the statute for all debts of such corporation contracted during the period of any such neglect or refusal.

It is conceded that, if these provisions of the Digest are still in force, the president was liable because the default is admitted. Our cases hold that where there has been a default in making the reports required by the statute during a particular time, and during that time a debt is contracted, there is liability to a creditor as upon contract. It is said that the object of the statute is to require corporations to make such a public showing of their affairs as will enable those dealing with them to determine whether they can safely give them credit, and that the mischief at which it is aimed is not done unless the credit is actually given during the period of default. Griffin v. Long, 96 Ark. 268, 131 S.W. 672, 35 L.R.A. (N.S.) 855, Ann. Cas. 1912B, 622; Hughes v. Kelley,95 Ark. 327, 129 S.W. 784; McDonald v. Mueller, 123 Ark. 226,183 S.W. 751; and Taylor v. Dexter, 126 Ark. 122,189 S.W. 1060.

It is sought to uphold the judgment, however, on the ground that these sections of the Digest have been repealed by act 250, passed by the Legislature of 1927, providing for the formation of corporations and the regulation thereof. Acts of 1927, p. 854.

It is a well-settled principle of statutory construction that repeals by implication are not favored. A statute may, however, be repealed by the express provisions of a subsequent statute, or by implication when the provisions of the earlier and later statutes are repugnant to each other and irreconcilable, or when, the subsequent statute covers the whole subject-matter of the former and is manifestly intended as a substitute for it. This rule is so well settled that only a few of our cases on the subject need be cited. Bank of Blytheville v. State,148 Ark. 504, 230 S.W. 550; Ouachita County v. Stone,173 Ark. 1004, 293 S.W. 1021 and State v. Standard Oil Company of Louisiana, 179 Ark. 280, 16 S.W.2d 581.

It is the contention of counsel for appellees in the present case that the act of 1927 covers the whole subject of the earlier act relating to the formation and regulation of business corporations and embraces numerous new provisions. It is insisted that the act plainly shows that it was intended not only as a substitute for the earlier act but to cover the whole subject of the formation of business corporations and to prescribe the only rules in respect thereto. Hence it is contended that it operates as a repeal of all former statutes relating to the formation and regulation of business corporations, even if the former act or some of its provisions are not in all respects repugnant to the new act. A careful comparison of the earlier act with the later one does not, in our opinion, show that the later act was intended to be a revision of and substitute for the earlier one. As we have already seen, under the construction placed upon the provisions of 1715 and 1726 by this court, the Legislature had a definite purpose in enacting this statute. It is true that the later statute is very comprehensive. It contains 57 sections and provides in detail for the manner of incorporating business corporations, defines their corporate powers, regulates the manner for issuing stock, and the powers of directors and other matters deemed necessary for the management of such corporations, but it contains no provision looking to the filing of an annual report showing the condition of the corporation so that creditors may be advised of the condition of their affairs and intelligently determine whether they can safely give them credit. The provisions of the earlier statute looking to this end fits in with the aim and scope of the later statute just as well as they do with the earlier one. There is nothing to indicate that it was the intention of the Legislature to repeal them. They are not in any wise inconsistent with the scope and purposes of the later act and serve the same purpose, so far as that act is concerned; as they did with the earlier act.

In this respect, it is different from the act which was held to be repealed in the case of Ouachita County v. Stone,173 Ark. 1004, 293 S.W. 1021, relied upon by counsel for appellee. In that case, the provisions of the earlier act were wholly out of harmony with the scope and purposes of the later act, and for that reason the court held that the earlier act was repealed by the provisions of the later one. When the scope and purposes of the later act in that case were considered, there seemed to be no place for the provisions of the earlier act, which was considered repealed.

We think the present case is more like that of Bank of Blytheville v. State, 148 Ark. 504, 230 S.W. 550. Therefore, we are of the opinion that the court erred in overruling the demurrer to the answer, and for that error the judgment will be reversed, and the cause will be remanded for further proceedings according to law and not inconsistent with this opinion.